Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) independent director
Independent opinions on matters related to the 26th meeting of the 5th board of directors of the company
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other relevant rules of China Securities Regulatory Commission, as well as the provisions of the articles of association and the working system of independent directors of the company, As an independent director of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”), we express the following independent opinions on relevant matters of the company:
1、 Independent opinions on the company’s 2021 profit distribution plan
According to the provisions of the articles of association and the shareholder return plan for the next three years (2020-2022), the company’s “cash dividend condition” is that “when the net profit realized in the current year is positive and the undistributed profit at the end of the current year is positive, the company shall pay cash dividends”. By the end of 2021, the undistributed profit of the company was negative, which did not meet the above conditions for cash dividends.
In order to ensure the capital demand of the company’s operation and development and seek long-term interests for the company and all shareholders, on the premise of conforming to the principle of profit distribution, the profit distribution plan for 2021 formulated by the board of directors of the company is: no cash dividend, no bonus shares, no capital reserve transferred to share capital in 2021, and the undistributed profits are carried forward to the next year. After careful review, the independent directors of the company believe that:
After verification, we believe that the company’s financial situation in 2021 does not meet the conditions for cash dividends. The profit distribution plan formulated by the board of directors is conducive to the healthy and stable development of the company, seeks long-term interests for the company and all shareholders, and is in line with the actual situation of the company. The company’s profit distribution plan for 2021 complies with the relevant provisions on profit distribution in the company law, the securities law and the articles of association, and there is no situation that damages the interests of the company’s shareholders and other interested parties.
To sum up, we unanimously agree to the 2021 profit distribution plan of the company and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 According to the independent opinion on the special report on the deposit and use of raised funds in 2021, we believe that the deposit and use of raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no illegal use of raised funds, There is no change or disguised change in the investment direction of the raised funds or damage to the interests of shareholders. To sum up, we unanimously agree with the company’s special report on the deposit and use of raised funds in 2021.
3、 Special instructions and independent opinions on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties
In accordance with the requirements of relevant laws, regulations and normative documents such as the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, as an independent director of the company, based on the attitude of seeking truth from facts and independent judgment, Carefully checked whether the company’s controlling shareholders and related parties occupied the company’s funds and the company’s external guarantee in 2021, and issued special instructions and independent opinions as follows:
(I) special description
1. As of December 31, 2021, the company has no situation that the controlling shareholders and other related parties occupy the company’s funds.
2. In 2021, the external guarantee of the company is as follows: the company provided guarantee for the subsidiary’s Bank loan, the amount incurred in the reporting period was 30398900 yuan, and the guarantee balance by the end of the reporting period was 1344974100 yuan. The company’s subsidiaries provided guarantees for their subsidiaries’ bank loans. The amount incurred in the reporting period was 597.5 million yuan, and the guarantee balance as of the end of the reporting period was 386.0693 million yuan.
The company’s subsidiary Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd. (hereinafter referred to as “Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) “) provided buyer’s credit guarantee for customers. The amount incurred in the reporting period was 277.336 million yuan, and the guarantee balance by the end of the reporting period was 193.606 million yuan.
With the approval of the company’s first extraordinary general meeting in 2019, the company raised 300 million yuan from Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) convertible bonds for Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) for Wuxi Huicheng Yuanda investment partnership (limited partnership) (formerly “Wuxi Jintou Huicun investment enterprise (limited partnership)”, The guarantee period of Shenzhen Huicheng investment (hereinafter referred to as “Huicheng Investment Guarantee Agreement”) will not be revoked until March 31, 2020, and the relevant guarantee period of Shenzhen Huicheng investment (hereinafter referred to as “Huicheng Investment Guarantee Agreement”) will end on March 31, 2020. With the approval of the second extraordinary general meeting of the company in 2021, the company, Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) and Huicheng investment signed the supplementary agreement on the convertible bond investment agreement of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Machinery Co., Ltd., extending the loan period of RMB 200 million in the convertible bond loan for one year, that is, the maturity date is December 31, 2021; The term of the remaining 100 million yuan loan has been extended for two years, that is, the maturity date is December 31, 2022. Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) has repaid the above loans in advance in May 2021 and August 2021 respectively. The guarantee and equity pledge provided by the company for Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) under the original convertible bond investment agreement have been fulfilled. The company has performed the necessary deliberation and decision-making procedures for external guarantees, and adopted the loss situation according to the situation of the guaranteed.
(II) independent opinions
After verification, we believe that in 2021, the company strictly abided by the company law, Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and normative documents, as well as the articles of association, external guarantee management system, prevention of capital occupation by controlling shareholders and related parties and other relevant provisions, Effectively control the risk of funds occupied by related parties and external guarantee risk.
4、 Independent opinions on the 2021 internal control evaluation report of the company
After verification, we believe that the company has established a standardized corporate governance structure and relatively perfect internal control system in accordance with the requirements of relevant national laws and regulations such as the company law, the securities law and the basic norms of enterprise internal control. The company’s 2021 internal control evaluation report truly, completely and objectively reflects the company’s internal control.
To sum up, the independent directors of the company agree that the 2021 internal control evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system..
5、 Independent opinions on confirming the remuneration of non independent directors and senior managers of the company in 2021
After verification, we believe that in 2021, the company determined the salary of non independent directors and senior managers in strict accordance with the salary system. The salary assessment system and salary payment procedures formulated by the company comply with the provisions of relevant laws, regulations and the articles of association and the actual situation of the company.
To sum up, we unanimously agree on the remuneration of the company’s non independent directors and senior managers in 2021, and agree to submit the confirmation of the remuneration of the company’s non independent directors in 2021 to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the company’s subsidiaries using idle self owned funds to purchase financial products
After verification, we believe that the decision-making procedures of the company’s subsidiaries to use their own funds to purchase financial products comply with the articles of association, major investment management system and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
The company has strictly limited the scope of investment targets of entrusted financial management, and the subsidiaries carry out risk control of entrusted financial management in accordance with the entrusted financial management system, so that the capital security can be guaranteed.
The company’s subsidiaries use idle self owned funds to entrust financial management, which will not affect the normal operation of the main business. The subsidiary intends to purchase low-risk or principal guaranteed financial products with good safety and high liquidity, which is conducive to improving the use efficiency of the company’s funds and further increasing the company’s income, which is in line with the interests of the company and all shareholders.
To sum up, we agree that the company’s subsidiaries use idle self owned funds to purchase financial products.
7、 Independent opinions on the prediction of the company’s daily connected transactions in 2022
After verification, we believe that the daily related party transactions in 2022 considered by the board of directors of the company are expected to be the normal business transactions between the company and related parties in the process of production and operation, which is conducive to ensuring the normal production and operation of the company. When the board of directors of the company considered the related party transaction proposal, the related directors have avoided voting according to law, and their voting procedures comply with the provisions of relevant laws and regulations. We believe that the company’s daily connected transactions in 2022 are expected to be fair and reasonable, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree with the proposal of the company’s daily connected transactions in 2022.
8、 Proposal on increasing the guarantor within the guarantee limit in 2022
After verification, we believe that the company’s increase of guarantors within the guarantee limit in 2022 is an effective credit enhancement measure for the financing of subordinate companies, in order to meet the needs of the business development of subordinate companies and improve their operating efficiency. Necessary decision-making procedures have been performed to provide guarantee for the subordinate companies this time, which complies with the provisions of relevant laws, regulations and the articles of association. The risk of this guarantee is controllable, in line with the overall interests of the company, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders.
To sum up, we agree that the company will increase the number of guarantors within the guarantee amount in 2022.
9、 Independent opinions on the company’s plan to purchase directors, supervisors and senior managers’ liability insurance
After verification, we believe that: purchasing liability insurance for the company and all directors, supervisors, senior managers and other relevant responsible personnel is conducive to promoting the compliance performance of directors, supervisors, senior managers and other relevant responsible personnel, and reducing the risks and losses that may be caused during the performance of their duties; It helps to improve the company’s risk management system and protect the rights and interests of the company and investors. Its decision-making process is legal and effective, and there is no situation that damages the interests of shareholders, especially the interests of small and medium-sized investors.
To sum up, we unanimously agreed to purchase the directors, supervisors and senior management liability insurance and agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 Independent opinions on matters related to the company’s issuance of shares, purchase of assets and raising of supporting funds
According to the company law, the securities law, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the measures for the continuous supervision of companies listed on the gem, and the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange According to the relevant provisions of laws and regulations such as the guiding opinions on the establishment of independent director system by listed companies and the articles of association, after reviewing the relevant bills and documents on the project of issuing shares to buy assets and raising supporting funds provided by the board of directors, and after careful analysis, the following independent opinions are issued:
1. According to the measures for the administration of major asset restructuring of listed companies, this transaction is not expected to constitute a major asset restructuring. After the completion of this transaction, the controlling shareholder and actual controller of the company will not change. The objects of this issuance of shares to purchase assets are Sichuan gangrong Investment Development Group Co., Ltd., the shareholder of Shenzhen Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , the national manufacturing transformation and upgrading fund Co., Ltd. and Xinjiang glory innovation equity investment partnership (limited partnership), excluding the controlling shareholder, actual controller and related parties of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) . Therefore, this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies.
2. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
3. The report on Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) issuing shares to purchase assets and raise supporting funds (Draft) (Revised) and the relevant agreements of this transaction submitted to the board of directors for deliberation, In line with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), other relevant laws and regulations and normative documents issued by the China Securities Regulatory Commission, this trading scheme is operable.
4. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return. The relevant subjects made a commitment to the practical implementation of the guarantee measures.
To sum up, the independent directors of the company unanimously believe that the relevant proposals and documents on the project of issuing shares to purchase assets and raising supporting funds reconsidered by the board of directors comply with the provisions of relevant national laws, regulations and policies, follow the principles of openness, fairness and impartiality, comply with legal procedures, and the interests of the company and all shareholders, and will not damage the interests of shareholders, Fair and reasonable to all shareholders. The shareholders’ meeting of 2022 unanimously agreed to issue shares of the company and submit relevant matters to the second interim general meeting of 2022.
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Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) independent directors: Pan Xiuling, Wang Chengyi, Qiu Zhengwei February 18, 2022
